Ben 10: Mutant Omniverse: The Complete 1st Season
by Sonic Thunder Saiyan Turtle
Summary: In a re-telling of Omniverse, Ben not only gains Rook as a partner, but a certain quartet of pizza-eating ninjutsu-taught mutant reptiles.
1. An End, A Beginning

**The More Things Change, Pt. 1/4**: "_An End, A Beginning_"

It was a clear, moonlit night in Bellwood, and nearly everyone was sound asleep. Everyone, that is, except for Ben Tennyson, Kevin Levin, and Gwen Tennyson. At the moment, they were on a mission to find, detain and capture the evil clown known as Zombozo, as well as his cohorts, the Circus Freaks: Acid-Breath, Frightwig, and Thumbskull.

Kevin glanced around at the scenery: empty seats, an abandoned popcorn cart, etc. "And to think I actually used to _like _when the circus came to town…" he remarked. "No wonder Ben's so scared of clowns."

"I am NOT scared of clowns!" Ben hissed. "They just creep me out, is all! Peacocks, man-that's where the real nightmares are."

"Cut it out, you two," replied Gwen. "If we keep talking so loudly, then either Zombozo or the Circus Freaks will hear us."

Kevin chuckled. "Geez, relax Gwen; this place is as empty as the space between your cousin's ears!"

"Oh, you are SO gonna get it now!" Ben retorted, reaching for his Omnitrix.

But before he could choose an alien, he heard a voice from nearby.

"Dude, look out!"

Ben quickly leapt to the right as a red hair tendril narrowly missed smashing into him and instead smashed open a crate full of hay bales.

"Damn...I missed!" Frightwig's all-too-familiar voice growled in disappointment. Shortly after, her hair tendril withdrew, returning to its master.

"Man, was that close," Kevin remarked. "How'd you know to dodge just in time?"

"I didn't," replied Ben. "I heard somebody shouting 'look out', and then I jumped for it."

"Well, where did you hear the voice?" asked Gwen. "Maybe I can shed some light on this situation."

Ben pointed to a nearby lion's cage. It was dark, but one could make out the shapes of four odd-looking creatures standing inside. Gwen cleared her throat, preparing a spell.

"_Profer Lumena!_" she chanted, and her energy formed into a glowing ball of light, which she held towards the cage. Now that it was illuminated, she, Ben and Kevin could clearly discern the shapes as four humanoid creatures who looked a lot like...turtles. Each of them wore a colored bandanna with eyeholes, as well as a belt buckle with an initial inside. The first one was wearing a blue bandana and his belt buckle read "L"; the second was wearing a purple bandana with a belt buckle that read "D"; the third turtle had a red bandana and his belt buckle read "R"; finally, the fourth turtle wore an orange bandana and his belt buckle read "M".

Ben, Gwen and Kevin were dumbstruck by this. They'd seen more than their fair share of strange things in their lives, but this definitely took the cake...

* * *

(_Theme Song_)

**Ben 10!**

**He's a kid and he wants to have fun**

**But when you need a superhero, he gets the job done**

**Ben 10!**

**With a device that he wears on his arm**

**He can change his shape and save the world from harm**

**When trouble's taking place**

**He gets right in its face**

**Ben 10!**

**When lives are on the line**

**It's hero time!**

**Ben 10!**

* * *

"About time somebody came to get us outta here," said the red one. "I was actually beginning to consider making living arrangements in this dump."

"Calm down, Raphael," said the blue one as he turned to the trio. "Sorry about my brother, he gets a bit snippy sometimes. My name's Leonardo, and these are my brothers: Donatello, Raphael (you've already met), and Michelangelo."

The orange-clad turtle waved at Ben and his friends. "You're welcome for the heads-up, dude." he smiled.

"So what exactly are you guys doing in Zombozo's circus tent anyway?" asked Kevin.

"We were searching for our enemies, Shredder and Krang," explained Donatello. "My Turtle Tracking Device led us to this location."

"And then we got jumped by these weirdos; next thing we knew, we woke up in here!" Raphael added.

"Weirdos…" Ben muttered. "They wouldn't happen to be a girl with giant hair tentacles, a big guy with a toenail on his head, and a scrawny dude with bad breath, would they?"

The turtles all nodded in response.

Ben, Gwen and Kevin looked at one another. "...Circus Freaks…" they said in unison.

"You know those guys?" asked Raphael.

"Unfortunately," replied Gwen.

"Maybe we could fill 'em in once we bust 'em out?" suggested Kevin.

"Best idea I've heard all night," replied Ben as he turned the dial on the Omnitrix, and then slammed it down.

In a flash of green, Ben had transformed into a large, blue-and-white iguana-like creature. "ARCTIGUANA!" he exclaimed in a Spanish accent. "Stand back, guys; these bars are about to get frostbite!"

The turtles quickly backed up, not wanting to end up flash-frozen. Arctiguana took a deep breath, and exhaled a blast of chilly arctic air that coated the bars of the cage in ice, rendering them brittle.

Leonardo inspected the bars, surveying them up and down, and then delivered a hard kick to them, shattering them to pieces.

"Way past cool!" Mike exclaimed. "Now we just gotta find our weapons!"

"You mean THESE things?" asked a creepy-sounding, jovial voice which seemed to echo from all around. "Now, now; you know that you're not allowed to see the animals without adult supervision! They're to be my new star attraction, nothing draws in crowds like freaky alien turtle-men!"

"There's that voice!" Don exclaimed. "It's the creepy clown guy!"

"We're not aliens, man," remarked Mike. "We're mutants!"

Out of the shadows emerged Zombozo, clutching Leo's ninjato blades; Frightwig, playing with Mike's nunchakus; Thumbskull, using Don's staff as a backscratcher; and Acid-Breath, who was using Raph's sai to pick what few teeth he still had.

"You could be robots for all the yuks I give!" Zombozo replied. "As long as people come, I'll be able to feast on their joy!"

"Nobody uses my sai as toothpicks!" snapped Raph. "I'm in the mood to bust some heads."

"I'm game if you are," replied Kevin.

Don chuckled. "This guy kinda reminds me of Casey Jones…"

"Then I guess that makes the redhead April." smirked Mike.

During that time, Ben had freeze-blasted the Circus Freaks; Kevin had trapped Zombozo, and Gwen subdued him with her mana energy.

"Alright, we beat the bad guys," Ben smirked as he turned back to normal.

"And now the best way to celebrate," replied Mike. "...anybody know where we could find a good pizza place?"

Ben pondered; even though most of the pizza places were closed for the night, he figured that he knew somewhere else to look.

"Guys, I think I've got you covered." he replied.

* * *

_**AND SO, A FEW HOURS LATER...**_

The four turtles were salivating over a large pizza on the table before them, covered with pepperoni and mushrooms. Its surface seemed to gleam in the light of the sunrise.

"It's beautiful…" Raph exclaimed. "Like a work of art."

"It's almost too good-looking to eat…" remarked Mike. "Of course, the key word in that sentence is ALMOST."

With great gusto, the Turtles began digging into their freshly-prepared pizza as Gwen and Kevin rejoined Ben.

"Who'd have thunk Grandpa Max knew how to make a Tortuseanian-style pizza?" asked Ben. "...now I wish he'd made that when we were on vacation with him all those years ago…"

He turned to his cousin and former arch-rival-turned-friend. "So...I can't believe you're really going to leave." he sighed.

"Yeah?" replied Kevin as he knocked on Ben's head like a door. "Wouldn't _you_ skip a few grades of high school if _you_ had some brains?"

Ben grunted at that. "There are plenty of colleges right here near Bellwood you could go to."

"Not quite the same as the Ivy League," replied Gwen. "I told you we've spent years saving the world; I just want to see some of what I've been saving."

Ben knew it was her choice to leave, and he had no right to deny her that. "I know. I get it," he shrugged. "Well, hurry back, Kevin! The troublesome two-oh is more than enough to take on whatever the universe dishes out."

He chuckled for a bit, until he saw Kevin's stony expression. That rarely, if EVER, meant anything good.

"Uh...I'm not coming back, Ben," replied Kevin. "I found a place near campus."

Ben looked as if everything he'd ever known as coming crumbling down. "...so this is goodbye?" he asked.

"Of course not! There are holidays, and-and semester breaks," replied Gwen. "And, besides, we're cousins. It's not like we're never gonna see each other again. Right?"

Ben kept a cool front on the outside so as to not worry anybody. "...Right." he smiled.

"Later, man," said Kevin as he approached Ben; he was about to hug him, but Ben thought it was a high-5, so then they switched, but eventually they just decided to fist bump. "Don't do anything I wouldn't do." he added, giving Ben a playful noogie.

Ben smiled. "Count on it." he replied.

"Come to think of it, don't do anything you usually do, either." Kevin replied as he got into his car.

Ben rolled his eyes at that, before he was caught in a bear-hug from his cousin, which he gladly reciprocated. "Take care of yourself, doofus." she said.

Even if they were going to leave, Ben couldn't help but smile. "You too, dweeb." he replied.

A few seconds later, Kevin revved up his engine, and he and Gwen drove off down the road. Ben stood there, waving until the car was out of sight.

Leonardo looked over at Ben. "You gonna be okay, Ben?" he asked. "It's always pretty rough when a team goes their separate ways."

"Sure, I'll be okay," Ben replied coolly. "I'm Ben 10, remember? Hero of heroes, savior of the universe, that sort of thing!"

"If you say so," replied Donatello. "Since you and your friends helped us back there, we'd be more than happy to help you in return."

"...thanks," shrugged Ben. "I'll be okay, though; but aren't you guys gonna need somewhere to live while you're in Bellwood? I doubt most people are that welcoming to giant mutant turtles."

As he said this, the Omnitrix began to beep as its hourglass silhouette began to glow a bright yellow before it resumed being its regular green color. Ben glanced down, curious at what alien DNA it could be scanning for, but he decided it wasn't important at the moment.

"Time to put my money where my mouth is," he declared, until his stomach growled in protest. "...or rather, put some food where my mouth is."

* * *

Featured Voices

**Wayne Grayson **as Ben Tennyson

**Christian Lanz **as Arctiguana

**Aaron Lohr **as Kevin Levin

**Ashley Johnson **as Gwen Tennyson

**Jon Kassir **as Zombozo

**Cree Summer **as Frightwig

**Benjamin Diskin **as Leonardo

**Phil LaMarr** as Donatello

**Curtis Armstrong **as Raphael

**Jaleel White** as Michelangelo


	2. Reunions

**_Apologies for the delay in updates. College is getting to be a major pain in the tailpipe, and it's not getting any easier. I'll try to update when I can, but I won't make any promises. Happy New Year to everyone who's still sticking around._**

**_But I CAN promise some major changes in this retelling._**

**1**. Ben and Julie are still a couple, so Kai won't be Ken's mom in this series. Though she WILL be involved in the series in some way.

**2**. Fistrick doesn't exist in this universe...because personally, I find him to be aggravating and unneeded. Instead, classic villain Rojo will fill in the roles he normally has in the episodes that follow.

**3.** Due to the Omnitrix scanning the Turtles and taking the mutagen into its systems, every time Ben goes alien, it will be a fusion of 2 aliens. For examples, visit Risegreymon/RZGMON200's DeviantART gallery folder titled "Biomnitrix Unleashed".

**4.** Julie will appear more frequently than in the original story, and she'll hold her own in fights, with Ship's help, naturally.

* * *

**The More Things Change, **

**Pt. 2/3 of Part 1:**

"Reunions"

* * *

A little while later, Ben and the turtles drove by _Mr. Smoothy's_. Since Ben had turned 11, _Mr. Smoothy's_ had long since been his choice hangout during his downtime, but with two members of Team Tennyson having left, it felt...empty.

"...it wouldn't be the same..." Ben shrugged as he drove off. "Maybe I'll go see what Julie's up to later..."

The turtles all looked at one another, curious. "Who's Julie?" asked Raph.

"Probably his girlfriend," replied Don. Ben's car soon came to a stop near a building labeled Max's Plumbing. After he parked and brought the turtles inside, he decided to check for his grandpa.

"Grandpa Max?" asked Ben as he entered a cramped, one-person toilet. He reached out and pulled the flusher chain, which illuminated a green circle around his feet and lowered him down an elevator of sorts.

The turtles watched as he went down...and followed him down as they jumped right in after him.

"Hey, watch it!/That's my elbow you're sitting on!/Make way, compadres!/Yowch!"

Ben and his unexpected passengers soon arrived at Plumber HQ, which was populated with all sorts of aliens of multiple species: Piscciss volann, some Namekians, a couple of Xenomorphs, a few Utroms, etc.

"Well, guys...welcome BACK to Plumber HQ," introduced Ben, as the turtles looked around, dumbstruck.

"Dudes...it's totally bodacious..." Mike exclaimed.

"It's magnificent!" Don added. "Definitely an improvement over how it used to look when we were little."

Then, they all heard a grandfatherly voice. "Well, I expected Ben to come by himself, but this is definitely a welcome surprise."

The turtles glanced over and saw it was coming from a gray-haired man in his 60s; he wore a red Hawaiian shirt with orange flower-prints, and a pair of white pants.

"Uncle Max!" Raph and Mike exclaimed, their eyes alight.

"Mr. Tennyson!" Leo and Don added. All four turtles ran forward and gave Max a group hug.

"Okay, okay, it's good to see you all," Max smiled. "Wow, have you all grown or what?"

Ben was a little bewildered. "Grandpa...you know these guys?" he asked.

"Sure, I do." Max replied. "I'm a friend of their father, Hamato Yoshi...but he goes by 'Splinter' nowadays." he turned to the turtles. "How is he, by the way?"

"A few years older, but still a-okay!" Mike replied.

"Anyways, Ben, you and your friends showed up just in time," continued Max, clutching a large pot.

Ben peeked over, curiously. "Whatcha makin'?" he asked.

"Thandurian goulash!" Grandpa Max replied as he lifted the lid, and a pair of tentacles shot out and grabbed Ben, lifting him into the air. Max pulled out a laser pistol and fired twice at the tentacles, making them sink back into the pot.

"It's fresh." he added.

"No kidding," replied Raphael. "Your meals always DID have a lively feeling to them!"

Ben blinked. "...I'm suddenly not hungry," he replied. "Think I'll head back out on patrol."

"Aw, couldn't we just stay for a little bite?" asked Mike. "I'm mondo starving, dude."

"Look, we can find something better while on patrol," Ben told Mike as he pulled him towards the door.

"Ben, before you go I have something here that ought to cheer you up." said Grandpa Max.

"Hey, I am cheerful!" replied Ben. "I'm psyched to go find some superhero action to get into…" Just then, his stomach growled. "...and something to eat that's not in the tentacle food group."

"I just got the data in on your new -" Max started, before a loud noise cut him off, and the alarms blared like crazy.

Knowing that this was definitely not a good sign, Ben, Max and the Turtles rushed to the control center.

"I got this." said Ben, and he turned and headed off to check it out.

"Wait for backup," advised Grandpa Max. "I'll send Alpha team."

But by the time he finished talking, Ben was already inside the elevator. "I don't need a team. I'm me!" he insisted as the doors closed shut.

Leonardo looked at his 3 brothers, who nodded in response. It looked like they'd have to be Ben's backup for the time being.

* * *

Soon, Ben arrived at the site of the incident; he got out of his car and glanced down at the wreckage.

"Wow...bye-bye, building," he remarked. He subsequently slid down the embankment to get a closer look, but landed on his face while doing so.

"Ooh...looks like we'll hafta take away points for that landing," remarked a familiar voice. Naturally, it was Raphael, who along with his brothers, had been at the scene waiting for Ben to arrive for quite some time.

"Wait, when did you guys get here?" asked Ben. "How did you guys get here?!"

"Well, a few minutes ago, and through the sewers," replied Leonardo.

Ben rolled his eyes as he continued scouting around. "...what could've done this?" he asked, curiosity piqued.

Unbeknownst to Ben and the turtles, however, above their heads stood an odd-looking man with an equally odd-looking dog. The creature seemed to growl, as the man pulled something off his bone-covered chest. It was a hexagon-shaped device the size of an alarm clock, with what looked like sharp teeth on the top and bottom halves of it. He then secured the device to his dog's collar, and it growled even more as he released it, and then let out a high-pitched whistle. The dog-like creature transformed into a huge, rocky giant with a crab-like body and a rhino-like face, with six crab-like spiked legs as it lunged out at Ben and the Turtles to attack.

Ben looked up and his eyes went wide as Leo shoved him out of the monster's path as it crashed down where he'd previously been standing. The creature let out a fearsome roar.

"Whoa...this guy kinda reminds me of Rocksteady," said Donatello.

"Lemme guess, you're what took down the building?" asked Ben to the creature. "Nice work, _very _thorough." He tapped the face of the Omnitrix, bringing up a holographic display of the aliens on its roster. After cycling through, he slid the plate aside, and up came the core. "Get ready to meet a friend of mine I like to call...Humungousaur!" he exclaimed as he slapped the core down.

In a flash of green light, he was transformed...but not into Humungousaur; rather, into a blue four-armed monkey with an ancient bandage for a tail and the head of a mummy.

"What the...?!" Ben exclaimed as he looked down at his new transformation. But he only got a second before the beast rammed him into the wall. Luckily, the bandages seemed to slide out from under its horn and morph back into his normal shape.

"_Why _do you hate me, new Omnitrix?" Ben chittered as he clutched his head in dizziness.

The turtles were dumbfounded by what had happened.

"I don't understand," remarked Raphael. "Somehow, he turned into a fusion! Of Spider-Monkey and...that mummy guy!"

"Definitely mondo-bizarro," added Michelangelo. "Like sumthin' out of a sci-fi movie!"

"So, just a typical afternoon for us?" replied Raphael, and Michelangelo nodded.

"Well, we can't just leave him in the lurch," said Leonardo. "I say we get in there and lend a hand!"

"You sure it'll even make a difference?" asked Donatello. "I mean, that thing is enormous!"

"Better than just standing around waiting for big ugly there to finish us off after Ben," replied the blue-masked turtle. "Besides, you know the old saying: the bigger they are, the harder they fall!"

"Ya picked a heckuva time to become a philosopher!" Raphael remarked as they charged towards the beast from all sides. The red-masked turtle threw one of his sai at the beast's right eye, momentarily distracting it long enough for Ben to squirm free.

"If I was Humungousaur...you would be SO sorry right now!" he wheezed, before using his tail to shoot bandage-webbing at a low-hanging piece of scaffolding. "Welp...the bigger they are, the harder they..." but his face went pale as the remnants of the building crumbled down onto them.

"Guys! Duck and cover!" Leo exclaimed, retracting his head, arms and legs into his shell for defense, and one-by-one, his brothers followed suit.

"Man, I'd kill to be Terraspin right now..." Ben remarked as the scaffolding came down on him.

When the dust was clear, Spidermumkey slithered out from the wreckage and reformed into his normal shape.

"You good?" asked Mike, looking over to him.

"I've...felt...worse..." Ben replied, his eyes spinning in his head. Just then, the Crabdozer burst from the wreckage, roaring ferociously.

"Well, I hate to be _that guy_, but I think you're about to feel MUCH worse!" Raph remarked.

(_fade to black_)

* * *

**[Eyecatch #1]**

_Ben turns the dial on the Omnitrix, slams it down, and becomes...Diamondjet, a fusion of Diamondhead & Jetray, as the show's logo appears in the bottom-right corner of the screen, above the red words "We'll Be Right Back"._

**Daryl Sabara: **_Time__ to hit Mr. Smoothy's! _**_"__Ben 10: Omniverse__" _**_will return._

* * *

**COMMERCIAL BREAK**

* * *

**[Eyecatch #2]**

_Ben turns the dial on the Omnitrix, slams it down, and becomes...AtomXLR8, a fusion of XLR8 & Atomix, as the show's logo appears in the bottom-right corner of the screen, under the orange words "Back to the Show"._

**Daryl Sabara: **_Smoothie break is over. Now back to _**_"__Ben 10: Omniverse__"_**_!_

* * *

(_fade back in_)

Spider-Mumkey and the Turtles continued to run and dodge the Crabdozer, as the mystery man kept watching. Spidermumkey shot bandage webs at one of Crabdozer's legs and then yanked them back, causing it to topple over. However, Crabdozer got back to its feet, and shook itself off.

Khyber glowered to himself. "The boy is worthy prey...but these reptilian creatures are an unexpected factor," he muttered, before sending out the high-pitched tone from his gills.

The Crabdozer glanced in the direction of the noise, and scampered off into the shadows, as the Turtles stared on, curious.

"Hey, dude? He's gone." Mikey told Spidermumkey, who squeezed open one of his eyes.

"Huh?" he asked, before regaining his composure. "Uh...yeah! And don't come back!" he shouted.

"Nice job handlin' yerself out there, tough guy," Raph remarked sarcastically, as the Omnitrix timed out and Spidermumkey changed back into Ben.

"Yeah, whatever; but what happened back there?" Ben asked. "Why did I end up getting a Benmummy-Spidermonkey mashup when I was dialing in Humungosaur?"

"Not to mention what could've made that creature scuttle off when it clearly had Ben backed into a corner?" added Don.

Before any further questions could be asked, one of the toilets from the wreckage opened up & a small, green-skinned alien came out. He had yellow eyes on the sides of his head, like a pigeon, with sharp teeth, faintly clawed hands and wearing a black shirt and pants with gray armor around it.

"Is it gone?" he asked in a high-pitched yet gruff voice.

"Who are you?" asked Leo.

"Pakmar. This is my place," the alien explained. "_Was_ my place. Pakmar's place!"

"Well, you're safe now." Ben replied confidently. "My heroes," the diminutive alien spat in a sarcastic tone as he climbed out of the toilet and picked up a dustpan and broom.

"Could we help you clean up?" asked Raph.

"No! Just go away," Pakmar replied as he began sweeping up as best as he could. "I don't want anymore trouble!"

Ben took a few glances around at the destruction that had been wrought. "...yeah, I think it's a little too late for that." he said.

"All I wanted was to run my toilet emporium in peace!" Pakmar grumbled as he dumped some dirt into a pile of trash. "Now it's in pieces."

Mikey snickered at that as Ben saw one of the toilets and pushed a button. The seat opened up to reveal a tiny fountain that squirted purple goo, and the water closet spun wildly as it flushed.

Off of Ben's bewildered look, Pakmar responded, "Eh, different aliens have different needs."

"Don't even want to know..." Ben winced.

"So, um, the thing that did this to your place: dissatisfied customer?" asked Raph.

"Hardly!" explained Pakmar. "Some offworld lowlives are shaking down us law-abiding businessmen. We pay them Taydenite, they "protect" us. Only thing is we don't pay, _they're_ the ones we need the protecting from."

"Have they threatened anyone else?" asked Leo.

"Only every alien shop in Bellwood," Pakmar replied. "Yeesh, kid! Where you been?!"

Ben and the Turtles looked at each other, knowing that this would require some investigating.


End file.
